Partner Agreement

This Agreement contains the terms and conditions that apply to your participation as a member of the Netorigin Partner Program.

1. Terminology

For the purposes of this agreement the words “Netorigin”, “We”, “Our” and “Us” refer to Netorigin, and “Site” to materials delivered on www.netorigin.com.au. Copyright in the content and trademarks on this Site are owned by NETORIGIN GROUP PTY LTD ABN 24 154 356 788, unless otherwise indicated and you agree not to infringe any intellectual property rights owned by NETORIGIN GROUP PTY LTD. The terms “you”, “your”, “User”, “customer”, “client” or “Partner” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. Term of the Agreement

The term of this Agreement will begin upon the activation of your “Origin Centre” account and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement, or any of our Terms of Service, your balance will reset to $0 for failure to comply with the partner terms herein. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

3. Enrolment in the Partner Program

To begin the enrolment process, you will register for a Netorigin “Origin Centre” account through our website. Your account will be instantly active in our program. We will review your account on a regular basis to ensure you comply with all of our rules and agreements. We may suspend or terminate your account if we determine that your site is unsuitable for the Program for any reason, at the sole discretion of Netorigin management. To be eligible for enrolment in the Partner Program, you must be of 18 years of age or older.

4. Commission

We will pay you a commission based on the below structure: Commission Rates:

25% trailing commission

Commission is paid for all Web/Reseller Accounts (excluding free accounts), Managed WordPress, Magento Hosting, CDN Accounts, Virtual Server (VPS and VDS) accounts, and SSL certificates. No payment is to be made on domain names, or any added services. The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice.

4. Commission Payment

Commissions deemed due and owed to you under the program will be paid to you directly by Netorigin after any holding period and in accordance with a regular payout cycle established by Netorigin. Remittance is made to a PayPal account, as credit to your existing account with Netorigin, or Direct Deposit to an Australian bank account, on a monthly basis on the 15th day of each month. Netorigin will only pay commission for referrals that are active. Active is defined as clients with a “Product/Service” with a status set as “Active” in the Origin Centre. A commission will continue to be paid for each renewal of the referred “Product/Service” while the status of the “Product/Service” is set to “Active” in the Origin Centre. Commissions are paid on new client accounts only. An existing client, defined as any client who has had an existing account with us at anytime in the past, is not eligible for a commission with the program, regardless of whether a commission has been made for a previous referral. Partners must earn a minimum account balance of $50 or more before remittance is issued. Commission amounts earned for less than $50 will remain pending until the full $50 minimum balance has been earned. All sales still pending due to the minimum payment threshold must remain active and in good standing according to our TOS requirements in order to be eligible for payment. In addition to the above requirements, remittance for a referral is completed no less than 60 days after the original transaction. A service must remain as “active” for a period of no less than 60 days before a commission is deemed payable to you. Any cancelled accounts or accounts in breach of our TOS & AUP will not have the commission paid. Netorigin will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. In order to facilitate accurate record-keeping, multiple Netorigin partner accounts spanning multiple partner networks are strictly prohibited. If you have an account with the Netorigin partner program and also open a second account with the Netorigin partner program, both partner accounts will be terminated and all commissions will be forfeited.

5. Responsibility for Your Site

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. Netorigin shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. Netorigin expressly requires you to disclose that there is a “material connection” between you and Netorigin any time you offer an endorsement or testimonial on our services. Such disclosure should be clear and prominent, meaning close to the endorsement or testimonial. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following: – Unsolicited mass e-mail solicitations, or any other form of spamming; – Provide inaccurate or incomplete information to Netorigin concerning your identity, address or other required information; – Misrepresent to the public the terms and conditions of our sites or your sites; – Attempt to cheat, defraud or mislead us in any way;

6. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. All such modifications shall take effect 72 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Partner Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

7. Relationship of Parties

You and Netorigin are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You are not an agent for Netorigin and Netorigin expressly disclaims responsibility for any conduct by you in violation of our terms of agreement. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

8. Limitation of Liability

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Partner Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Partner Program will not exceed the total commissions paid or payable to you under this Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

9. Disclaimers

We make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

10. Representations and Warranties

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power. Should any law enforcement agency or internet service provider provide Netorigin with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

11. Governing Laws

This Agreement will be governed by the laws of Australia and the State of Western Australia, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.